The Avengers
by Ryuki555
Summary: Earth Five Seven Nine is a brand new world... Which means new Avengers... Are they up to defending the shining blue world?


DISCLAIMER: MARVEL Comics OWNS Spider-Man's comic rights and TV and cartoon rights as well as the Avengers. Sony owns Spider-Man's Movie rights. I do not.

The Avengers

Episode 1: Wait... What?!

Spider-Man shook his head. "You... You seriously can't mean **me** to lead the Avengers!" Steve laughed, "You have been shown to lead the Avengers multiple times; You led the New Avengers against **Kang the Conqueror,** and you led the Mighty Avengers team against Octobots the late Doctor Octopus unleashed in the city a few years ago, then you led the main Avengers against the Sinister Six during Otto's insanity to use the satellites on Earth."

Much to his dismay, Jessica Drew added, "Besides, no one else here in the room is willing to take the job, and **you** have to step up." Spider-Man said to Jess in a peeved tone. "That was only **three times!** Besides, I don't think I'm **qualified.** There are **other** Avengers here like say, Wasp, who have been chairman before."

Wasp shook her head. "I see Cap's **point** here; you've got leadership skills that clearly are from your **seasoned years** as Spider-Man, Peter. I mean you are already a **teacher** for the X-Men's students." The Ultron robot named Mark added helpfully, "You have the **unbridled optimism** and the **never-say-die attitude** Captain Rogers possesses. It seems you already fit those two requirements alone." The Ultron robot displayed examples of Spider-Man fitting the requirements.

An annoyed Spider-Man threw his arms up in the air as Bruce added, "You make jokes to make the Hulk calm down sometimes; You and any psychic pretty much keep him in check." Rhodey smirked and jerked his head. "The Jolly Green Giant has a point... Wow. I never thought I'd say that the Hulk's right."

Nova bragged, "If Webhead isn't up to it, then **I** can do it!" Spider-Woman chuckled. "Wait 'till you're more settled in your years, kid, **then** you can step up." Nova looked at Spider-Man, "You. Me. Let's **duke it out** for it! Come on, chicken!" The webbed hero cocked a brow behind his mask. The funniest thing just hapenned to Nova. THWIP!

Spider-Man had just webbed Nova's mouth shut. "Can it, kid. You're **not** helping at all!" Steve pointed out, "You're the only one who's got what it takes; **you** have the morality to stand up to this threat."

Nova was struggling to get the webbing off; at least he could breathe. Peter narrowed his eyes behind his mask, annoyed at just how stubborn

Spider-Man's mask dissipated into tiny nanomachine balls and retracted into the neck of his suit. "Oh, and like you **don't?** Come on, you're the world's First Avenger for crying out loud!"

Steve gave an elderly sigh. "I'm not exactly **capable** of taking on the heroes turned bad. You seven are. They need a leader, and **you** seem to be the only candidate worthy, Peter. " The hazeled eyed boy thumbed the bridge of his nose with his index finger and thumb of his right hand.

Peter said in a reluctant voice. "Fine. I know, I **know,** Power, Great Responsiblity. Okay, where do we **start?** " The computer flicked on as Cap said, "As we know, the X-Men and certain Avengers have both been **inverted.** We need to get them all in **one place** at one time."

Rhodey furrowed his brow and said, "I take Doctor Doom **and** Scarlet Witch got inverted as well?" The elderly Rogers nodded as Nomad said, "Doom's willing to help recreate the **Inversion Spell** that was used on the bad guys right?"

Doom entered the room with several other villains, "Indeed. We are here to assist." The armored man crossed his arms. "Doom doesn't forget his **debts,** Spider-Man."

Spider-Man's mask covered his face as he said, "I know. I'm not calling it just **yet,** Doomie boy." Jessica pulled on her half-mask. "Where **exactly** do we need to be to get them in one spot?"

Bruce pointed to the holographic map. "Maybe we could get someone annoying to draw in **both** groups. Too bad Deadpool isn't among us." Bucky asked, "How much time we got Steve calls in the sorcerors?"

SHRRRIP! Nova ripped the webbing off of his mouth and cocked his brow, "And you are gonna get someone **dumb enough** to annoy the inverted Avengers, **how?** " All eyes turned to Nova who facepalmed. "I just **volunteered,** didn't I?" The Winter Soldier grinned. "You bet, kid."

A defeated Sam Alexander asked to the skies, "Why me?" Within minutes, an attractive red-headed woman in a business suit walked in with a hologram. "Not so fast, guys."

Col. Rhodes asked, "Pepper, what brings **you** here?" Pepper put the hologram on the holographic viewing table."I've got some **news** that'll update your mission, guys."

The young woman explained, "I found out the X-Men are planning on installing a **bomb** in Times Square that will kill normal humans. J.A.R.V.I.S. was listening on their comm frequency-" Nova interrupted, "Convenient." The holo joined the rest of the hologram of New York City.

The red part that was highlighted and blinking was that of the bomb. It looked to be inside the building of the Jumbotron. That didn't look good at all. The thought of that type of genocide stopped them all cold. This thing made the World War II Pearl Harbor bombing look like a splash in a kiddie pool! Was this what the Avengers had to deal with on a daily basis? This bomb just raised the stakes.

The former front desk jockey coughed. "Anyway, J.A.R.V.I.S. was listening on their comm frequency and well, Yeah **that** happened. You guys have to stop him." She handed Loki a belt-buckle device. "I found **this** is what Tony was making in the tower; a shield to protect him from being inverted back to good I managed to nab the **only one** before I got here."

Loki smiled, "I'll be sure to use it well, before I wound up **evil** again." He knew all too well of the dark future that awaited him, he had to avoid it at all costs.

A concerned Nova asked, "Before we get **too far** into things, care to tell me if Bruce's Hulk-outs are stable?" Spider-Man nodded and thought back to a few days before this whole mess started...

A few days ago at a Stark Industries lab...

Bruce was comatose on a open pod. Steve Rogers asked, "What are you **thinking,** Peter?" Peter grinned. "I figured out how to keep Bruce **and** the Hulk okay **without** resorting to Extremis."

Tony crossed his arms over his chest as he looked at the readings. "Run it by me again. Explain **why** we need the pod from that movie about Steve?" He asked, "And why did he drink a small sample of **Steve's serum** from the 1940's?" His tone was filled with skepticism.

The young scientist fiddled with dials and knobs. "We're gonna slowly fill his pod with **gamma radiation gas,** but as he begins Hulks Out, we **bombard** him with Vita-Rays..." BEEP BOOOP BROOP CLICK CLACK! KLICK went the dials.

Steve figured it out, "This **should** prevent Bruce from being in a baby-like state." Peter nodded, "Ready, Tony?"

The goatee-wearing man nodded, "I'm on it, I'm on it." He shook his head. **His** solution was better. At least, it would of have been...

The pod closed as Steve joked, "At least he doesn't have to go to the bathroom." The pod righted itself, facing the three Avengers in the room.

HISS! FOOOOSH! A few tense minutes went by as Bruce awoke in the pod. What was **going on?** The green gas flooded the pod. He fought his restraints. Bruce had to get out. **Why** were they doing this to him?! Was this another one of Tony's dumbass ideas?! What if something **bad** happened to him!? He couldn't let that happen! And just like that, he felt very angry. Whoever did this, shouldn't have made him angry. No one was gonna like him when he's angry. That spelled trouble for the men who put him in this thing! The glass cracked a little as he got free of the bands holding him down.

Once he heard the hum of Vita-Rays charging, he understood what Peter was doing and calmed down. He felt the rays hit his head. The blue light tingled down, from his arms to his feet. It actually felt good. He closed his eyes and smiled. That kid was brilliant. He crossed his fingers hoping this would work. Good thing, he was wearing the purple stretch-pants; the **last** thing he needed was to be a naked Banner after changing back.

The glass cracked more as Tony counted off, "50%...65%...70%!"

Bruce roared, "AAAAGHHH!" Steve commanded, "Shut it down! Shut it down, **now!** " Boy, didn't this situation look familiar...

Tony began to activate the off switches but Bruce called, "No! I can **do** this!" Once it resumed, vitarays bombarded the calm Banner, stabilizing him on the inside and out." 99...100%." Steve chuckled; he had watched the First Avenger movie about him, it was fitting of Bruce would say it, considering the movie version of Bruce tried to **recreate** the Super Soldier Serum in that Incredible Hulk movie.

The power in the room fizzed out for mere seconds, the lights overhead sparked a bit as they came back on. Peter and the others ducked the sparks. "Mr. Stark?"

The raven-haired man flicked the switch, the pod hissed open, steam billowed. Out came Bruce who was sweating. The three men greeted their fellow Avenger.

The old man asked, "How do you **feel?** " Bruce jerked his head, "Better and a bit taller." Tony asked anxiously, "Did it **work?** "

Bruce's eyes glowed green as he smirked, "Let's find out..."

Now...

Nova gawked, "No. Way." Steve nodded, " **Yes** way, son."

The rookie hero said, "So he's okay?!" Spidey nodded as he suggested, "Since the villains **do** wanna help. Nova, go with them and stall the X-Men until Rhodey gets the Inverted Avengers to the Square."

Nova groaned. "You... guys... SUCK!" as the Avengers prepared for battle. The young officer took off with Doom, Mystique, Carnage, Magneto, Deadpool, Sabretooth, Enchantress, and Jack O'Lantern in tow. Rhodey had flown off to Avengers Tower. Bruce was headed elsewhere to get a ride to the battle.

Nomad asked, "Wait, where are you five headed?" Loki held his blade aloft. "To Asgard. HEIMDALL!" WHOOOOSH! And within minutes, the five stood within the throne room of Frigga, the All-Mother.

On Asgard...

Frigga sat up in her throne. "I see. My son has begun such **dangerous** activities. He has begun eating hands and acting in a manner befitting of savages." The woman arched her brow. "And why do you bring Captain America's **Star Shield** before me?"

Spider-Man and the Avengers were on one knee. "We request that you **temporarily** enchant this Uru-embedded shield to go to none but the **worthy.** It's only a caution that is needed to help buy time until the **Inversion Spell** can be cast again."

The ruler of Asgard eyed the shield then her adopted son. "They speak the truth? Are you truly **redeemed,** my estranged son, or this but another ploy to trick us into handing you **the throne?** " Loki truly knelt as he handed the blonde-haired woman in white his Sword of Truth. "Use my blade on me, you know it can detect if I am lying or not. I am **honest** here; I wish to seek **redemption,** mighty All-Mother. You and my Father are a start-off point for me to make amends with all of Asgard and its denizens."

The All-Mother spoke nothing. She handed her son's sword back to Loki who rose. The woman then eyed the shield. She raised but one hand, and muttered in Ancient Norse. White lightning erupted from her fingertips, casting an arc upon the shield. CRACKLE! ZZZT! ZZZT! CHZZZRT! This took but mere seconds, but what seemed to be seconds, seemed to be an eternity.

"It is done. Now, see if one of you can **lift** this mighty shield." Frigga said in an amused tone. Spider-Man tched, "Not another pissing contest..."

The young man rose and strode to the shield, he then picked up the shield with his left hand with ease. "What in the?" He slung it on his back, the nanomachines activated its camoflague feature, hiding the shield. "Well, **that** worked out fine."

Frigga looked to the five Avengers in the room. "May fate keep you abreast of your foes and may we the gods bring you victory. Bring my sons safely to me." Spider-Man nodded. "You can count on us, Ma'am."

Spider-Man, Loki, the Winter Soldier, Wasp and Spider-Woman headed for the red and white Quinjet by the Bifrost Bridge. Frigga looked onward. " **This** Migard is different than the others..."

At Times Square...

Nova and the inverted villains attacked the inverted X-Men! "Yo, X-guys! Over here!" Cyclops groaned, "Oh great, the young officer's here to **stop** us! Kill him!"

Apocalypse nodded, "Agreed. He is but a pain in our side and must be destroyed." Storm flew up and zapped the young newcomer! He took it full force.

Nova cried out in pain. "AAAGH!" Carnage caught Nova. Absorbing Man engaged Nightcrawler, Doom and Magneto engaged Cyclops, Mystique took on Apocalypse, Deadpool fired his guns wildly. Sabretoot and, Enchantress attacked Havoc and Jack O'Lantern helped Nova engage Storm.

Nova fired back. CHOOMB! CHRRZZZT! CHRRZZT! CHOOMB! Blue laserfire exhanged with lighting. RATATATATATATAT! went Deadpool's chain gun.

Deadpool was shaking as he fired the thing. "I can't feel my limbs but this is awesome!" Red lasers tore apart metal paneling. Magneto cried, "Young man, go and stop that **bomb!** Hurry!"

Nova and Carnage entered the tower where the bomb was. As if school wasn't bad enough, now **he** had to deactivate a bomb! Carnaged eyed the timer. "This thing's going down too fast fer us to turn off!"

Sam laid down coverfire. "What's your **suggestion** , then?!" Carnage sighed, "I'll use the **symbiote** to cover the bomb, at least when it goes off, I **'ll** be affected."

The young officer cried, "WHAT?! You're **insane!** " The symbiote covered man cackled, "Me in a nutshell. Kid, I wish I had gotten ta know ya more on this mission, but it's been a blast. Short but sweet."

Outside, Charles Xavier was appealing to Cyclops. "Scott! Stop this **madness!** My death isn't a burden on you!" A red blast clocked him in the chest.

Apocalypse sneered, "Nice try, Mystique. Your shapeshifting is uncanny, but try harder. Even **I** can tell those pleas were half-hearted at best!" Magneto flung spears at the towering mutant.

Carnage pushed the kid out, "Tell Webs to make a statue for me... I always wanted to be a hero! At least, I'll die doing some good rather than causing ache for people." Nova was hit by Nightcrawler, "Kasady, no! NO!"

WHALABOOOM! Cyclops whirled around, "What was **that?** " Nova tackled the madman head on. "A evil man just made a sacrifice. A man who killed people just saved New York!"

Despite a broken helmet, Sam Alexander was angry. Very angry and heartbroken. First day on the job, and already somebody died on him. He fought on with all his heart and soul. "Creel, I could use some **help** here!"

Absorbing Man tsked, "I wish I could, rookie hero, but I got my hands **full** with Nightcrawler!" With no words, Nightcrawler was bit by a Nova Force blast the minute he stood still. "Ah, never mind."

Enchantress gave a worried frown as she took on Storm. "I wonder what's **taking** the Avengers so long?" Bolts were exchanged, the air smelt of ozone and pheromones...

At Avengers Tower...

J.A.R.V.I.S. warned on Rhodey's H.U.D. "Sir, the Mark III Variable Threat Response Battlesuit will take some time to reactivate and update. I need you to buy me some time." Rhodey landed on the platform as Tony walked out. "Just hush up and get it **done.** I'll buy you all the time you need to store it in the "Trump Card" and get Schmidt out of there. Hurry."

The former Thor wielded his axe menacingly. "And what brings you to the tower, traitor?" The platorm's sections opened up as Rhodey walked. "Ah, just a drink."

Robot arms then sprouted from the walkway as he walked, forming a framework around Rhodey. The arms unlocked the invisible joints of the MK II War Machine armor, lifting it off the dark-skinned Lt Colonel. It was as if War Machine had been disassmbled and in his place was Rhodey. The arms receded into the platform, the sections slid back into place.

Tony was wearing something new. It looked to be blue and white. The Iron Man armor had the standard blue eyes and look. On the shoulders, chest, knees and ankles were repulsor ports. The cuffs of the gloves had blue accents. There were blue squares almost at the elbows of his glows. The round disks at his hips. his thighs and lower legs had blue accents as well. The black parts on his torso had some glowing blue parts as well. Just what was this armor?

Rhodey asked, "New digs, Tony? Why do you look like an **Ipod?** " The Iron Man mask dissolved away, revealing Tony's face. "Meet my new Endo-Symbiote armor. It takes some inspiration from that black goop **Agent Venom** wears. It's made from Graphene. Anyway, what are **you** doing here? Come to join the **real** Avengers?"

Rhodey cocked his brow. "Like I said, I came to get a drink, Tony. May I?" He strode over to the bar. Captain America barked, "We asked you some questions, Rhodes. **Answer** them!"

Rhodey decided to put on a little Tony flair just to get them all riled up. "Ooh! Someone finally got the cojones to Captain up. But, since you're not really a member of the military, Sam, I'm declining to answer." He snapped on a pair of metal bracelets Tony had made weeks ago. "I'm just **thirsty,** guys. I'll be in and out."

Medusa growled, "If you will not answer to Captain America, then you will answer to **royalty,** human!" Rhodey mock-raised his hands in surrender. "Okay, I'm just threatening all of you."

Odinson gave a mirthless laugh. "You should have kept your armor **on** for that." The Lt. Colonel asked, "Drinks, anyone? No? Just me? Okay, more for me."

Tony cocked a brow as a martini or two was made. "You're trying to **stall** us. What for?" Rhodey said, "Again, **threatening,** no stalling. So how's your taking over the world thing going?" 

Odinson pointed his axe. "Tell me, what brings your uncouth form into the hallowed halls of this fortress?" Rogue said, "He must have a team he calls **Avengers** as well! Too bad they're made up of jackals, murdering gangsters, **and** thugs!"

Rhodey shot back, "Hi, pot. Name's kettle. Look in the mirror, lately?" The soldier nodded, "Yeah, I got a team."

He pointed to Odinson. "Your brother; a trickster, A super soldier who's as harsh as winter, a seductive assassin, a woman who's the heart and soul of us all, oh, not to mention a man with **breathtaking** anger management issues. And then there's **me.** " Luke Cage snarled, "I thought Banner left the Avengers for good; never to turn into the Hulk again."

Odinson nodded, "Aye. That beast wandered off." The Lt. Colonel stepped out of the bar. "You idiots don't **get** it. What you all have done is **wrong.** There' s no glory here. No power grab to be made today."

Rhodey said, "You all remember the **Destiny War?** This is what Cap and six others fought to **prevent.** Unfortunately, it looks to be **too late.** It looks like you guys can't protect the earth..." He stared them all down. "...then you can damned sure we'll **Avenge** it!"

Odinson heard the hiss of a chamber, the inverted Avengers whirled around to see an elevator turn around, revealing a navy-colored backpack. Rhodey chuckled sheepishly, "J.A.R.V.I.S., any second now! Come on, Deploy!" Sue Storm pinned Rhodey with a invisible hand on his throat. "Deploy!"

The backpack activated its thrusters as he was thrown out the window. Odinson and Rogue made a move to destroy the bag, but the bag flew towards them, knocking them down, and streaking towards Rhodey. Rhodey screamed as he fell story after story. The backpack sped up, becoming black and grey and metallic as it seemlingly came apart. The bag's form hovered over the Lt. Colonel, scanning his bracelets. After chirping its acceptance, the fragmented back latched onto the dark-skinned man's back. CLANK! CLANG! CZZZT! WHIRR! went the gears and plates overlapping, forming into the War Machine MK III armor.

The faceplate slammed shut on Rhodey's face, its red eyes activating. The armored warrior flew up, the rocket launcher and Gatling gun ratched up onto his shoulders beside his shoulderpads. The scope on the left gatling gun whirred to life as did the scope on the right side of the War Machine helmet. The Arc Reactor and the thrusters glowed red. The gun on his right gauntlet was locked and loaded as was the flame thrower on the other gauntlet.

War Machine flew up and faced the Inverted Avengers. "And you know who **else** ya pissed off?" He fired his Repulsors at them all. "Captain Steve Rogers; the First Avenger."

War Machine saw on his battle H.U.D. that the other evil Avengers were headed their way. Up ahead though,was a different story. He could see Ex-villains attacking the evil X-Men. In he went, guns blazing! He burst through the retreating enemy, firing his repulsors. "Oh no, did I **say** you could leave?"

His flame thrower fired a circle of flames, entrapping the Avengers and X-Men. Cyclops cried, "Avengers! Kill them all!" Captain America cried, "Funny, I was just gonna say the same about **you!** "

Overhead, flying towards the battle was the Quinjet. Winter Soldier was piloting it. "Doctor Banner is on the ground, and heading to the warzone as we speak, Steve."

The old man turned to Spider-Man who said, "You got a suit?" Steve nodded. Spider-Man said, "Then suit up." On the comms. Rhodey was heard saying, "Where the hell have you guys **been?!** What were you doing, ordering fries?" 

Spider-Woman gave a cheeky remark. "As much as that's fun to do, we had to pick up **two** things." Spider-Man cried, "Spider-Sense! Hang on!" THRUMBBBL! CRACKKK! went the engines; Storm had hit the engines with lightning!

Wasp flew out of the plane and shrunk to engage her. "I swear that thing falls out of the sky every other Tuesday!" Loki, the two Spiders, Steve Rogers and the White Skull hung onto the grips in the hull's ceiling.

Wasp blasted Storm away then went Giant to grab the Quinjet and land it safely in the fight. She shrunk to Human Form as the other Avengers stepped out. One Avenger in particular looked worn and ready.

He wore the colors of the American flag. Steve wore a dark blue, open paratrooper's chinstrapped helmet that a white "A" on the forehead and white wing markings on the sides. he had a white star with red accents on the center of the chest and back of his dark blue shirt. The collar had red accents as well. He had brown straps on the part of his shoulders where his backpack would go. His dark blue shoulder pads had the Avengers A on them. The stomach of his shirt was white and had red stripes. He had a brown belt on his waist. The white part of his biceps had red accents. His gloves short and red. His pants were dark blue with red accents. His boots were red with browth straps and black toes. On his arm was a battle-damaged, photon version of his World War Two Star Shield.

Peter had the real one, camoflagued on his back. "How much time until the **wizards** can play their game of Magic here?" Steve answered, "A few minutes or so. Why?"

Spider-Man's mask covered Peter's face. "We need to keep the fighting **here,** until-" War Machine's voice crackled on the comms. "Hey, guys, is Doctor Banner there yet?" WRRRVOOOOM! All of them whirled around to see the sound's owner had rolled up on a scooter.

Son of a gun, there he was! On a scooter no less. The man parked the scooter and removed his shirt. "So, this all seems terrible." Wasp joked, "We've had worse."

Bruce gave a tightlipped smile, "I know; you could use a **little worse** judging from what I'm hearin'." Spider-Man asked, "Doc, we need you to get angry."

Nova was about to ask and Bruce said, "I paid a guy for this scooter, okay? I also was getting a few family members for this battle; Hulk family members. They'll be here."

Winter Soldier cocked his rifle, "So suit up." Deadpool asked, "I've been meaning to ask, how the hell do you stay so **calm,** Brucie?"

War Machine flew towards his allies, "Guys, I'm about to bring the party to **you.** " Spider-Woman saw all of the inverted Avengers flying to them. "Bloody hell, that's not a party."

War Machine flew in low, deliberately for him to get the evil flying Avengers in range. Bruce started forward, "To answer you, Deadpool..." His eyes glowed green. "I'm **always** angry."

He grew and transformed into the Incredible Hulk, his fist clocking Iron Man and the flying Captain America into Odinson. Iron Man fired missiles at the others.

War Machine fired missiles of his own. "Hang on!" The missiles exploded harmlessly upon contact with one another as Spidey shielded himself and Spider-Woman.

The seven stood in a circle,surrounded by both the Inverted Avengers and the Inverted X-Men. The Hulk roared as War Machine landed. The Winter Soldier loaded his rifle, the Wasp's hands glowed yellow. Loki drew his sword, Spider-Woman cracked her knuckles as Spider-Man primed his web-shooters.

The fighting stopped. The air was tense. **Who** was gonna make the first move? What now? The Mighty Avengers were arriving with a blue and black Spider in tow. Not to mention the Hulk family was on the way to help. They needed time.

War Machien said, "Call it, Webs!" Spider-Man muttered, "Man, I really should've asked to join the **football team...** the coach would've given me great plays..." "If **you** played football... Flash would be dead or in the hospital." Nick Fury Jr. mildly joked on the comms.

Spider-Woman looked at her hero. "Next Move?" Spider-Man looks at her with a determined look on his face. "We avenge the wrongs that happened here." 

Spider-Man turned to his team. "All right, listen up! I think.. we need... **containment.** Bucky, I want you on that roof, eyes on **everything.** Call out patterns and strays. War Machine, you have got the perimeter, right? Anything gets more than three blocks out, you turn it back unless Tony's on your tail. Loki, you've gotta try to stall Thor. Find the hammer, and get it down here when we revert Thor back." He turned to Wasp. "You stay here on the ground, keep the fighting **here.** Cap, route the inverted X-men to the cordon points, I am gonna take Captain Falcon over there one on one." He turned to the Hulk. "And Hulk?... Smash!" Just before they could comply, Spider-Man ended his orders with a war cry, "AVENGERS, ASSEMBLE!"

Iron Man fired his repulsors as the battle went under way. Loki and Thor teleported to the moon. This battle made the **Super Hero Civil War** look like a school yard tussle. Apocalypse and the Hulk traded blows. Apocalypse barely felt the blows of the Hulk and kicked him into a building.

The African-American Captain America glared at Spider-Man Unlimited. "At last! I'm **free** over every obligation Steve and S.H.I.E.L.D. have put on me!" Spider-Man glared right back as he wielded Cap's shield on his left arm. "No, you had a responsiblity and you're **abusing** it right now."

The new Cap lunged for the shield. A simple dodge took care of that. Spider-Man was hit by a wind gust and he tumbled onto a wall. The lad flung the shield as Cap came in low. The new Cap dodged only to hear the Shield hit Iron Man and clock him in the back. FRRXT! RRT! FRRT! HWIP! HWIP! went the webshooters. Impact Webbing flew everywhere, firing in the air, bullets rent the air as well! Cap's wings slashed Spider-Man in the side and on his chest.

Hulk grinned, "Blue Lips think he's strong! HAH!" He pummled Apocalypse with everything he had. "HULK IS STRONGEST THERE IS!" Apocalypse brought his fists together and bashed Hulk away. ZAAMM! went the dematerializer blasts from his eyes. Hulk dodged them but then he was hit but super speedy punches. The man and green beast's fists clashed, BOOM! BOOM! BOOM! went the sounds all around the battle.

Apocalypse's arms transformed into jets as he slammed the Hulk into a nearby building. "Die, neanderthal." Cyclops fired his X-shaped blasts at Magneto in the background. Winter Soldier called out, "The Big Guy's not taking it all so hot." He heard someone sneak up behind him, he grabbed the guy by his throat without even looking. "Nice try."

Wasp fired at Apocalypse. "Hey, I'm over here!" The big guy chased after her! Storm smirked, "This battle is **ours!** " It certainly looked that way from her point of view.

Meanwhile, Loki and Thor were on the Moon...

Thor roared, " **YOU CANNOT HIDE,** BROTHER! This ploy, whatever you brought us here for, pretty game player- It will avail you **not!** " He smirked, "You'll not be so **pretty** when **Jarnbjorn** is done with you!" Loki skidded away from his brother. The hunt was on.

Loki panted, "Okay- He's **good** and **crazy.** No problem getting Lord Loudington to chase me. Now for my great, idiotic embarssment..." He looked back, " **Stop-** None of that. Must stay **positive.** All on the line now. And not just for **them-** - **My** one chance to escape fate, to escape my rotten future. No pressure."

Loki saw it. "Sink or swim. Only those **worthy** can lift it, -the **truest** of Heroes. I'll die if I can't pick it up- LIterally and metaphorically."

Thor taunted, "Mother and Father will shed **no** tears at the passing of such a **burdensome bastard!** Such a-" In a flashback Odin finished what Thor said, " **-Grave dissapointment.** Loki has always been thus, regardless of his mother's doting. Your brother lacks the heart of nobility. It is likely he will **never** live up to his station."

Odin sighed, "Regardless it's up to you to **try** and teach him, Thor... though I fear it is an impossible task."

Loki murmured, "Father, if there be Gods that Gods pray to..."

Odinson cut him off, "You find the truth so to your liking now, "brother"? Here is the truth. I **never** loved you! Neither did Father! Nor Mother!" He grinned, "That is the truth. You are a burden-a grave dissapoint to your family!"

Loki lifted the hammer, "How much more heartbroken they must be at the chosen's failure to lift his own hammer!" Thor eyed him in shock. "What..."? How can you withstand my...?"

Loki snarled, "Your **power?** Why, the secret is in my **hands** , Odinson. Etched in **Uru** by the **King of all Gods** , "Whosoever holds this hammer, if he be **worthy...** " He swung the hammer, "...shall possess the power of THOR"! **Your** power **indeed,** brother. The Power you held when you stood for **honor** and **justice** across the universe **entire-** "

Back down on Earth, the war was raging on. The two Captain Americas had engaged each other.

Sam roared, "You stupid old man! You always held back! You could have shown these people how to truly preserve freedom!" Cap said sadly, "That isn't freedom; that's fear."

The younge rman flung his shield, but Cap didn't bother looking. He caught it, despite being old. He still got it. Bucky came at Sam from behind and knocked down the guy's wings with a cho. Sam leg sweeped the wounded veteran.

Storm flung thunderbolts, hoping to hit War Machine via the ARC Reactor on his chest. Apocalypse and the Hulk traded thunderous blows. Spider-Woman and Rogue went toe-to-toe, on even footing. Spider-Woman grabbed Rogue's shirt much in the same way she did when she fought Warbird in the Destiny War.

Wasp grew to normal size and shot Storm in the back. Cyclops fired at everyone who wasn't inverted. This was insane! Why were they fighting like it was the Civil War all over again? Hopefully this time, it wasn't gonna end with someone's death...

The Hulks arrived, taking on every Inverted Avenger that was as strong as them. The Inverted Colossus was engaged by She-Hulk. The battle felt evened as Photon took on Luke Cage. How things had gotten this bad no one knew.

Axe and hammer clashed in the Blue Area of the moon. Thor chopped, weaved, hacked and battered Loki. He had the experience, the technique. Loki remembered everything, every battle. Loki jumped back and flung lightning at his brother which Zapped him!

Thor raised his own weapon over his head in a two-handed grip. Loki made the first strike, Odinson deflected it. The rivalry was going to end once and for all The two duelists went into weaponlock, then started hacking and chopping at each other two brothers then went into weaponlock again. Odinson cackled as Loki the blade away. Odinson struck at Ryllen again. Their weapons clashed, the two remembered the last time they met.

The former god of lies elbowed Odinson in the face. The two weapons, one a hammer, the other a axe, clashed. CLANG! CLANG! WHIRL! THRUM! went the weapons in the song of life or death. Sad thing was, Thor was once a good man. There was no trace of the young, bright, hopeful student/sparring partner/worth opponent Loki knew in Thor, aside from the honor the man held...

Loki struck again, breaking the weaponlock. He dodged a deadly strike. Each strike was in the name of justice, in the name of peace, in the name of... no... FOR ASGARD! Scythe-likeblows struck Loki in the chest. He took a punch to the face, and was sent a measurable distance away. Loki coated himself in an lightning aura shaped like a dragon.

Loki heard Pepper cry on the comms, "Loki, hurry! Skull, Doom and Wanda are going to **revert** everyone! Get Thor down there!" The dragon roared as he charged Thor. The reptile leapt up off a ramp, crashing into Thor, teleporting them to New York. The creature leapt after him, turning back into Loki. Thor felt the trickster's fists hammering into him The dark warrior grabbed him by the head and threw him off.

Thor was blinded, Loki pummeled him with punch after punch. One was for the betrayal, one for the friendship the two once had, one was for the people Thor tortured and murdered, and one was for the heartbreak Loki was enduring Thor opened his blinded eyes. He was back in New York amongst the battle! The Superior Iron Man grinned. This war was about to end forever. He prepared to blast the heroes away for good. Cyclops battled both Spider-man Unlimited and Captain America. Spider-Woman looked on in horror as Mystique evacuated the children onto a ship. Civilians ran off in fear, as cops evacuated the city. The Hulk attacked the inverted Avengers. Nova and the inverted Loki were near Thor. War Machine fired his guns at Iron Man. This battle could go either way.

The battle seemed to be in the bad guys' favor when Loki reappeared with Thor in tow.

The Anti-AXIS Avengers, the inverted villains are battling the inverted Avengers and X-Men. Spider-Man took on the flying Captain America. Spider-Woman battled Storm, Wasp traded punches with Rogue as Doctor Strange, Doctor Voodoo and Scarlet Witch arrived.

The White Skull called out, "I shall revert those you have been inverted,. There will be no favorites!" Iron Man growled. "Oh no! I'm **not** going back!" CRRZZT! His glove didn't even fire. "What?"

Loki stood near Havok and Sabretooth. "Looking for **this?** " He activated the shield just as the spell began! Spider-Man jumped off Captain America who was engaging Sam Wilson in combat.

Spider-Man dodged several wing feathers. He slingshotted himself towards the inverted man. "SONICS ON!" War Machine activated his Flame Throwers and charged towards Iron Man.

The Sonics hit Iron Man full on, followed by flames. "GAAAAAAAAH!" The Endo-Symbiote armor shrieked as it came off of Tony. A black and gold briefcase transformed into armor and wrapped itself around Tony as the Inversion Wave came on.

But did it work? Tense minutes went by as Iron Man rose, wearing his Black and Gold Armor. Cap took to the center, ready to engage Tony once again. They had fought once, they could this again. Cpa had the disadvantage of being an old man but he proved he still coul fight the good fight.

Tony groaned, "Ugh, Where am I?" Thor's hammer dropped from Loki's hands. "You are no longer evil, Stark."

Winter Soldier cursed, "Doom, Havok and the villains got away!" Cyclops said, "We'll get them next time."

Spider-Man sat down. "Damn. It worked. It really worked." Tony heard Cap explain everything. "I was.. No.. No."

Tony said, "I remember being okay, then nothing." Steve laid a hand on Tony's shoulder as the symbiote armor was destroyed by the flames. "It'll be alright, Tony."

Just then a portal appeared and Blade had stepped through it with a blue and Black Spider-Man-like hero behind him. "Hate to interrupt this debriefing but we need your help, Spidey."

Spider-Man said, "The Inheritors are coming, aren't they?" Blade said one word. "Yeah."

To Be Continued...

Voice cast:

Josh Keaton as Earth 579 Peter Parker/Spider-Man Unlimited

Jenna Coleman as Earth 579 Jessica Drew/Spider-Woman

Benedict Cumberbatch as Earth 579 Elias Entropy/Midnight Spider

Alfred Molina- Earth 579 Otto Octavius

Logan Miller as Earth 579 Sam Alexander/Nova

Khary Payton as Earth 579 Sam Wilson/Captain America, Earth 579 Eric Brooks/Blade

Brian Bloom as Earth 579 Steve Rogers/Captain America

Eric Loomis as Earth 579 Tony Stark/Iron Man

Don Cheadle as Earth 579 James Rhodes/War Machine

Chris Hemsworth as Earth 579 Donald Blake/Thor Odinson

Crispin Freeman as Earth 579 Bucky Barnes/The Winter Soldier

Tom Hiddleston as Earth 579 Loki

Collen O'Shaughnessey As Earth 579 Janet Van Dyne/Wasp

Gabriel Mann as Earth 579 Bruce Banner

Lou Ferrigno as Earth 579 Incredible Hulk

Will Friedle as Earth 579 Ultron Mark 4 aka "Mark"

Vanessa Marshall as Earth 579 Natasha Romanoff/Black Widow

Jennifer Hale as Earth 579 Carol Danvers/Captain Marvel

Scott Cleverdon as Earth 579 Cletus Kasady/Carnage


End file.
